(805 ILCS 5/11.05)
(from Ch. 32, par. 11.05)
Procedure for merger or consolidation.
Any 2 or more corporations may merge into one of such corporations or consolidate
into a new corporation in the following manner:
The board of directors of each corporation shall, by resolution adopted
by a majority vote of the members of each such board, approve a plan of
merger or consolidation setting forth:
(a) The names of the corporations proposing to merge or consolidate, and the name of
the corporation into which they propose to merge, which is hereinafter
designated as the surviving corporation or to consolidate, which is hereinafter
designated as the new corporation.
(b) The terms and conditions of the proposed merger or consolidation and
the mode of carrying the same into effect.
(c) The manner and basis of converting the shares of each merging or consolidating
corporation into shares, obligations or other securities of the surviving
or new corporation, or into shares, obligations or other securities of any
other corporation which immediately before or immediately after the merger
or consolidation is effected is the owner of all of the outstanding voting
securities of the corporation named as the surviving or new corporation,
or into cash or other property, or into any combination of the foregoing.
(d) A statement of any changes in the articles of incorporation of the
surviving corporation to be effected by such merger or a statement of the
articles of incorporation of the new corporation.
(e) Such other provisions with respect to the proposed merger or consolidation
as are deemed necessary or desirable, including provisions, if any, under
which the proposed merger or consolidation may be abandoned prior to the
filing of articles of merger or consolidation by the Secretary of State.
(Source: P.A. 84-924.)